Securities code: 002738 securities abbreviation: Sinomine Resource Group Co.Ltd(002738) Announcement No.: 2022 – 014 bond Code: 128111 bond abbreviation: China Mining convertible bond
Sinomine Resource Group Co.Ltd(002738)
About to Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd
Notice of providing counter guarantee
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of guarantee
Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “the company” or “the company”) deliberated and approved the proposal on the prediction of external guarantee amount of the company and its subsidiaries in 2021 at the 2020 annual general meeting of shareholders held on May 18, 2021, and agreed that the company and its subsidiaries would provide guarantee for the company and its wholly-owned subsidiaries and wholly-owned subsidiaries within the scope of consolidated statements in 2021, It is estimated that the total guarantee amount in 2021 is 150 million yuan, of which the guarantee amount of Dongpeng new material for the company is 487.3 million yuan. The company plans to apply for credit from Bank Of Beijing Co.Ltd(601169) Beijing Centergate Technologies (Holding) Co.Ltd(000931) branch and entrust Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd. (hereinafter referred to as “guarantee company”) to provide guarantee, and the wholly-owned subsidiary Jiangxi Dongpeng new materials Co., Ltd. (hereinafter referred to as “Dongpeng new materials”) and the chairman of the company Mr. Wang Pingwei provide counter guarantee to the guarantee company, The amount of guarantee and counter guarantee is 50 million yuan.
After this guarantee, Dongpeng new material provided the company with a total guarantee of 405.5 million yuan, which did not exceed the guarantee amount approved by the general meeting of shareholders of the company.
The above guarantee matters are within the expected scope of the external guarantee amount in 2021 approved by the board of directors and the general meeting of shareholders of the company, and do not need to be submitted to the board of directors and the general meeting of shareholders of the company for deliberation.
2、 Basic information of guarantee company
1. Name of guarantee company: Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd.
2. Unified social credit Code: 911101087002397338.
3. Date of establishment: December 16, 1999.
4. Address: 4 / F, building 7, yard a 2, North West Third Ring Road, Haidian District, Beijing.
5. Legal representative: Yang Ronglan.
6. Registered capital: 4963 million yuan.
7. Business scope: financing guarantee business: loan guarantee, bill acceptance guarantee, trade financing guarantee, project financing guarantee, letter of credit guarantee and other financing guarantee business. Other businesses approved by the regulatory authorities: bond guarantee, litigation preservation guarantee, bid guarantee, advance payment guarantee, project performance guarantee, final payment payment guarantee and other performance guarantees, financing consulting, financial consulting and other intermediary services related to guarantee business, and investment with its own funds. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
8. Financial status of the latest year and period:
As of December 31, 2020, the total assets of the guarantee company were 8781.7213 million yuan, the total liabilities were 4724.0716 million yuan, and the net assets were 4057.6497 million yuan. In 2020, the main business income was 677.6128 million yuan, the total profit was 421.6173 million yuan, and the net profit was 271.359 million yuan.
As of September 30, 2021, the total assets of the guarantee company are 11451.9514 million yuan, the total liabilities are 5091.0579 million yuan, and the net assets are 6330.8935 million yuan. From January to September 2021, the main business income was 487.1241 million yuan, the total profit was 347.9386 million yuan, and the net profit was 270.1319 million yuan.
9. Affiliated relationship: the company has no affiliated relationship with the guarantee company.
10. The latest credit rating: Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd. is rated AAA in the credit market.
11. Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd. is not a dishonest person.
3、 Basic information of the debtor
1. Company name: Sinomine Resource Group Co.Ltd(002738)
2. Unified social credit Code: 91110000700242324
3. Date of establishment: June 2, 1999
4. Address: room 613, No. 5, Haiying Road, Fengtai District, Beijing
5. Legal representative: Wang Pingwei
6. Registered capital: 318.140482 million yuan
7. Business scope: Sales of chemical products (excluding dangerous goods) and metal products; Exploration and development of solid minerals; Exploration engineering construction; Regional geology, hydrogeology, engineering geology, environmental geology and remote sensing geological survey; Geological mapping; Engineering geological survey, geotechnical engineering survey, design, treatment and monitoring; Hydrogeological survey and drilling; Mining investment; Professional contracting; Import and export of goods, technology and agent import and export; Engineering technology research and development, technical services and information consultation; Design and construction of geological disaster control engineering; Contracting the import and export of equipment and materials required for overseas foundation and foundation projects and domestic international bidding projects; Dispatch labor personnel required for the implementation of the above overseas projects; Construction machinery and equipment leasing; Conference and exhibition services; estate management; Renting office space; Warehousing service (limited to foreign branches); Data processing (except for bank card centers in data processing and cloud computing data centers with pue value above 1.5). (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
8. Financial status: as of December 31, 2020, the total assets of the company were 491994.67 million yuan, the net assets were 3166.1057 million yuan, and the total liabilities were 1747.2074 million yuan; In 2020, the operating revenue was 1275709800 yuan, the total profit was 191725400 yuan, and the net profit was 174262700 yuan (the above financial data were audited by Daxin Certified Public Accountants (special general partnership)).
As of September 30, 2021, the total assets of the company are 5624.7779 million yuan, the net assets are 3735.3276 million yuan, and the total liabilities are 1889.4503 million yuan; From January to September 2021, the operating revenue was 1394928500 yuan, the total profit was 390289200 yuan, and the net profit was 299951400 yuan (the above financial data were not audited).
9. Sinomine Resource Group Co.Ltd(002738) is not a dishonest person.
4、 Main contents of the contract
(I) main contents of entrusted guarantee contract
Party A: Sinomine Resource Group Co.Ltd(002738)
Party B: Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd
Whereas Party A intends to enter into a loan contract with Bank Of Beijing Co.Ltd(601169) Beijing Centergate Technologies (Holding) Co.Ltd(000931) branch (Contract No.: 0718428), Party A entrusts Party B to provide guarantee and counter guarantee to Party B.
1. Guarantee amount: the principal amount is 50 million yuan.
2. Guarantee method: joint and several guarantee.
3. Guarantee period: 3 years after the expiration of the performance period of the guaranteed creditor’s rights.
4. Counter guarantee measures: Party A shall arrange a counter guarantor to provide counter guarantee to Party B for the guarantee liability that Party B shall bear according to law under this contract. Counter guarantor: Wang Pingwei, Jiangxi Dongpeng New Material Co., Ltd. Type of counter guarantee: joint and several liability guarantee.
(II) main contents of counter guarantee (guarantee) contract
Counter guarantor: Wang Pingwei, Jiangxi Dongpeng New Material Co., Ltd
Counter secured creditor: Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd
Debtor: Sinomine Resource Group Co.Ltd(002738)
Whereas the company plans to sign the entrusted guarantee contract with Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) technology Financing Guarantee Co., Ltd., the counter guarantors Wang Pingwei and Jiangxi Dongpeng new materials Co., Ltd. agree to provide guarantee to the counter guarantee creditor for the debts of the company under the entrusted guarantee contract.
1. Principal creditor’s right of counter guarantee:
(1) The compensation paid by the counter guarantor to the beneficiary on behalf of the debtor according to the entrusted guarantee contract, as well as the interest, penalty interest and other expenses charged from the debtor for the unpaid compensation.
(2) The guarantee fee received by the counter Guarantor from the debtor, as well as the interest and other expenses arising from the failure to pay the guarantee fee.
(3) The compensation paid by the counter secured creditor to the beneficiary in accordance with the law or the contract, as well as the interest and other expenses incurred due to the debtor’s failure to repay the compensation.
2. Guarantee mode: joint and several liability guarantee.
3. Guarantee period: the guarantee period of compensation and compensation is three years from the date of establishment of the business agreement to the date when the counter guarantee creditor pays compensation and compensation to the beneficiary on behalf of the debtor. The guarantee period of the guarantee fee is three years after the expiration of the payment period of the guarantee fee.
5、 Opinions of the board of directors
The board of Directors believes that the actual beneficiary of the company’s application for credit from Bank Of Beijing Co.Ltd(601169) Beijing Centergate Technologies (Holding) Co.Ltd(000931) branch is the company, which is mainly used for the capital needs of the company’s daily production, operation and business development. It is based on the comprehensive consideration of the company’s current actual operation and cash flow situation, which is conducive to the sustainable development of the company, in line with the company’s business development strategy and in line with the overall interests of the company and shareholders. The financial risk of this guarantee is within the controllable range of the company and will not damage the interests of the company and all shareholders.
6、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, the total external guarantee of the company and its holding subsidiaries was 1226836100 yuan (including this guarantee), accounting for 38.75% of the audited net assets of the company as of December 31, 2020; The total amount of guarantee actually incurred was 923.7038 million yuan, accounting for 29.17% of the company’s audited net assets as of December 31, 2020. The company and its holding subsidiaries have no overdue guarantee; There is also no guarantee involved in the lawsuit and the loss that should be borne due to the failure of the guarantee.
It is hereby announced.
Sinomine Resource Group Co.Ltd(002738) board of directors February 21, 2022
